Colorado Fresh LLC

All Assets now owned or hereafter acquired and wherever located, including but not limited to, the following subcategories of assets: a. Accounts, including but not limited to, credit card receivables; b. Chattel Paper; c. Inventory; d. Equipment; e. Instruments, including but not limited to, Promissory Notes; f. Investment Property; g. Documents; h. Deposit Accounts; i. Letter of Credit Rights; j. General Intangibles; k. Supporting Obligations; and I. Proceeds and Products of the foregoing.  Notice Pursuant to an agreement between Debtor and Secured Party, Debtor has agreed not to further encumber the collateral described herein, the further encumbering of which may constitute the tortious interference with the Secured Party's right by such encumbrancer in the event that any entity is granted a security interest in the Debtor's accounts, chattel paper or general intangibles contrary to the above, the Secured Party asserts a claim to any proceeds thereof received by such entity.

All accounts and accounts receivable of Debtor, wherever located or situated whether now existing or arising in the future, and whether now owned or at any time in the future acquired by Debtor, together with all proceeds and monies due or becoming due on such accounts, all guaranties, insurance, and security for such accounts, all security reserves related to such accounts, all of the Debtor's rights and interests in the goods giving rise to such accounts, including any and all related insurance, all of the Debtor's instruments, general intangibles, securities and contract rights including those associated with the accounts or purchase order contracts of Debtor, all equipment, inventory, and deposit accounts, and all proceeds of any of the foregoing accounts, rights and interests. All personal property of Debtor, wherever located or situated.

"Future Receipts" sold by Debtor to Secured Party.  "Future Receipts" means any payments received by Debtor from customers and other third-parties in exchange for Debtor's goods or services (in any form including, but not limited to, cash, check, payment card, and electronic transfers).  Debtor & Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security or a financing.  Pursuant to the agreement between Secured Party and Debtor, Debtor is prohibited from transferring any Future Receipts to any other person or entity, granting any security interests in its accounts receivables, or obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect the same until Secured Party has received all amounts due to it.

All present and future accounts receivable, cash receipts, revenue, deposit accounts, payment processor accounts, contract rights, and other rights to payment, including but not limited to all funds held in merchant accounts and payment systems, whether now existing or hereafter arising, as collateral security for the prompt and complete payment and performance of all obligations of Seller under this Agreement (the "Secured Obligations"), and Seller grants to Buyer a continuing first-priority security interest in the Collateral.